韦斯银行 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☑No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act.Yes☐No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. Seedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer☑Accelerated filer☐Emerging growth companyNon-accelerated filer☐Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)Yes☐No☑ The aggregate market value of the registrant’s outstanding voting and non-voting common stock held by non-affiliates on June 30, 2025, determined using a pershare closing price on that date of $31.63, was $2,942,930,253. As of February 18, 2026, there were 96,113,059 shares of Wesbanco, Inc. common stock $2.0833 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain specifically designated portions of Wesbanco, Inc.’s definitive proxy statement which will be filed by March 31, 2026 for its Annual Meeting ofShareholders (the “Proxy Statement”) to be held in 2026 are incorporated by reference into Part III of this Form 10-K. Part I 1Business3-91ARisk Factors10-191BUnresolved Staff Comments191CCybersecurity20-212Properties223Legal Proceedings224Mine Safety Disclosures22 Part II 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities23-246Reserved247Management’s Discussion and Analysis of Financial Condition and Results of Operations25-607AQuantitative and Qualitative Disclosures about Market Risk61-628Financial Statements and Supplementary Data63-1409Changes in and Disagreements with Accountants on Accounting and Financial Disclosure1419AControls and Procedures1419BOther Information1419CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections141 Part III 10Directors, Executive Officers and Corporate Governance14211Executive Compensation14212Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters14213Certain Relationships and Related Transactions, and Director Independence14214Principal Accountant Fees and Services142 Part IV 15Exhibits and Financial Statement Schedules14316Form 10-K Summary143Signatures147 PART I ITEM 1. BUSINESS GENERAL Wesbanco, Inc. (“Wesbanco” or the “Company”), a bank holding company incorporated in 1968 and headquartered inWheeling, West Virginia, offers a full range of financial services including retail banking, corporate banking, personal and corporatetrust services, brokerage services, mortgage banking and insurance. Wesbanco offers these services through